Representation of Seller. Seller represents and warrants that he is the sole owner, both of record and beneficially, of the Stock and the Stock is free and clear of all claims, liens, charges and assessments of any kind whatsoever.
Representation of Seller. The Buyer agrees, on its own behalf and on behalf of the Buyer Indemnified Parties, that, following the Closing, Xxxxxx and Xxxxx, LLP may serve as counsel to the Seller, or any of its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding any representation by Xxxxxx and Xxxxx, LLP prior to the Closing Date of the Company. The Buyer, on its own behalf and on behalf of its Affiliates (including the Company), hereby (i) waives any claim it has or may have that Xxxxxx and Xxxxx, LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, in the event that a dispute arises after the Closing between the Buyer, the Company and the Seller or any of the Seller’s Affiliates, Xxxxxx and Xxxxx, LLP may represent the Seller or any of the Seller’s Affiliates in such dispute even though the interests of such person(s) may be directly adverse to the Buyer or the Company and even though Xxxxxx and Xxxxx, LLP may have represented the Company in a matter substantially related to such dispute. The Buyer, on its own behalf and on behalf of its Affiliates (including the Company), also further agrees that, as to all communications among Xxxxxx and Xxxxx, LLP and the Company and the Seller or the Seller’s Affiliates and representatives, that relate in any way to the transactions contemplated by this Agreement, the attorney client privilege and the expectation of client confidence belongs to the Seller and may be controlled by the Seller and shall not pass to or be claimed by the Buyer or the Company.
Representation of Seller. Unless otherwise agreed, a Listing Broker acts as agent for Seller only and 110 has the duties of loyalty, obedience, disclosure, confidentiality, and accounting (“Fiduciary Duties”) as well as 111 other duties imposed by the Arizona Department of Real Estate (“ADRE”) only to Seller. Seller acknowledges 112 the property may be shown to Buyers by Listing Broker and this shall not constitute a conflict of interest. Seller 113 should carefully review all advertising materials and contractual documents prepared by Listing Broker as Seller 114 may be bound by these materials. Listing Broker shall always exercise reasonable skill and care in the 115 performance of Listing Broker’s duties to Seller. Seller is aware that Listing Broker may list other properties that 116 are similar to and/or are located in proximity to the Premises.
Representation of Seller. Exhibit A hereto contains true, correct and complete copies of the FBO Agreement and the Large Hangar Ground Lease, together with any assignments, modifications or amendments thereto, as in effect as of the date hereof. EXHIBIT A Complete Copies of FBO Agreement and Large Hangar Ground Lease [See attached]
Representation of Seller. Seller represents and warrants that the Purchased Assets constitute all of the intellectual property, data and information related to Tocosol in its possession or with respect to which it has control, and the Seller owns, and has good, valid and marketable title to the Purchased Assets.
Representation of Seller. Seller represents and warrants that, except for Daniel V. Allen of CX Xxxxxxxxxx Xxal Estate Group, Inc. ("Broker"), it has neither employed, retained nor consulted any broker, consultant, agent or finder in carrying on the negotiations relative to this Agreement or the purchase and sale referred to herein, and Seller shall indemnify and hold Purchaser harmless from and against any and all claims, demands, causes of action, debts, liabilities, judgments and damages (including costs and reasonable attorney's fees) which may be asserted or recovered against it on account of any brokerage fee, consulting fee, commission or other compensation arising by reason of the breach of this representation and warranty. Seller further represents and warrants that, except for amounts to be paid to Broker under a separate commission agreement between Seller and Broker, no amount shall be paid by Seller to any party as a fee or a commission, or any amount of a similar nature, whatever designated, as a result of the purchase and sale referred to herein. Seller acknowledges that in no event shall Purchaser be responsible for any amounts to be paid to Broker.
Representation of Seller. Seller hereby represents to Buyer that, subject to receipt of the Consent and the following sentence, Seller has all right, power, authority, and capacity to execute and deliver this Agreement and sell the Shares free and clear of encumbrances to Buyer on the terms set forth herein.
Representation of Seller. Seller (a) is represented by competent legal, tax and financial counsel in connection with the negotiation, execution and delivery of this Agreement, (b) together with its Affiliates, has sufficient knowledge and experience in marketing energy and owning, managing, and operating businesses similar to the Purchased Interests, and the technical, commercial, financial, legal, regulatory, and other risks associated with owning the Purchased Interests, and (c) is financially capable of owning the Purchased Interests and performing its obligations under this Agreement and all instruments executed pursuant to or in connection herewith.
Representation of Seller. Seller represents and warrants to RPG as follows:
Representation of Seller. The Seller hereby represents to the Buyer as of the current date and, unless otherwise specified, as of the Closing, as follows:
